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Exhibit 5.4
[Letterhead of Norton Rose]
December 1997
Sparkling Spring Water UK Limited and
Aquaporte (UK) Limited
One Landmark Square
Stamford
Connecticut 06901
USA
Dear Sirs,
Sparkling Spring Water UK Limited and Aquaporte (UK) Limited
("English Guarantors")
1. We have been asked to provide an opinion on behalf of the English
Guarantors in connection with the execution of guarantees given by the
English Guarantors contained in an indenture dated 19 November 1997
(the "Indenture") between Sparkling Spring Water Group Limited (the
"Parent"), Spring Water Incorporated, the English Guarantors and the
other Guarantors named therein and the Trustee named therein relating
to Parent's US $100,000,000 11.5% Senior Subordinated Notes due 2007
(the "Notes").
2. We understand that the Notes are to be exchanged for 11.5% Senior
Subordinated Notes due 2007 of the Parent (the "Exchange Notes")
(together with the related guarantees of the English Guarantors as
contained in the Indenture) such Exchange Notes being the subject of
the Registration Statement on Form F-4 to which this opinion is an
Exhibit, filed with the Securities and Exchange Commission under the
United States Securities Act of 1933.
3. Our opinion relates solely to English law as applied by the English
courts at the date of this opinion. We express no opinion as to the
effect or enforceability of the Indenture, which is expressed to be
governed by New York law. We do not assume any obligation to advise you
(or any person authorized to rely upon this opinion) of any subsequent
change in English law which might affect the contents of this opinion.
4. For the purposes of giving this opinion:
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(a) we have examined and relied upon the following documents:
(i) faxed executed copy of the Indenture (including the
form of Note, Exchange Note and Guarantee);
(ii) microfiches dated 10th November 1997 of the public
files of the English Guarantors at the Companies
Registration Office in England and Wales;
(iii) certificates of good standing dated 10th November
1997 provided by the Registrar of Companies in
England and Wales in respect of the English
Guarantors;
(iv) executed Board resolutions passed by each of the
English Guarantors in connection with the entry into
(inter alia) of the Indenture;
(v) faxed signed copy of a Directors certificate dated
______________confirming (inter alia) the
authenticity of the Board resolutions in respect of
the English Guarantors; and
(b) we have assumed:
(i) the truth and accuracy of all representations and
statements as to factual matters contained in the
Indenture referred to in paragraph 4(a)(i) above;
(ii) that the Indenture constitutes valid and legally
binding obligations of the English Guarantors under
the laws of the State of New York (by which it is
expressed to be governed);
(iii) the completeness and accuracy in all respects of the
public files relating to the English Guarantors
referred to in paragraph 4(a)(ii) above;
(iv) the genuineness of all signatures on all documents,
the completeness and authenticity of all documents
submitted to us as original and the conformity to the
original of all copies submitted to us; and
(c) We express no view and have made no independent investigation
of whether the Indenture is for the commercial benefit of the
English Guarantors or any of them. Nor have we reviewed the
terms of the Indenture.
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5. On the basis of the foregoing, and subject to our further comments
below, we are of the opinion that:
(a) each of the English Guarantors has the corporate power under
its Memorandum and Articles of Association to execute, deliver
and perform its obligations under the Indenture;
(b) the execution and delivery of and the performance of each of
the English Guarantor's obligations under the Indenture have
been duly authorized by all necessary corporate action on the
part of the English Guarantors.
6. This opinion is addressed to you personally and it may not be relied
upon by anyone else without our prior written consent. This opinion may
not be filed with any governmental agency or authority other than the
Securities and Exchange Commission or quoted in any public document
other than as an exhibit to the Registration Statement in Form F-4
filed with the Securities and Exchange Commission under the United
States Securities Act of 1933 (as amended) without, in any such case,
our prior written consent or except as required by applicable law. We
consent to the use of our name under the caption "Legal Matters" in the
Prospectus included in the Registration Statement.
7. This opinion is strictly limited to the matters stated herein and is
not to be read as extending by implication to any other matter in
connection wit the Indenture. Appropriate legal advice should be taken
at the time of enforcement of the Indenture.
8. This opinion is given on condition that it is governed by and shall be
construed in accordance with English Law and on condition that any
action arising out of it is subject to the exclusive jurisdiction of
the court of competent jurisdiction in England.
Yours faithfully,
/s/ Norton Rose